User Agreement

MEDIA RESOURCES USER AGREEMENT (Hereinafter called User Agreement)

Welcome to the Media Resources™ (hereinafter called Media Resources) Website (hereinafter called Site).

This Agreement includes the Operating Rules set forth herein between Media Resources and the User(hereinafter called You or Your) with regard to the information and the Service, defined as access to information that you must pay for (hereafter called Service) available on this Site. You must agree to abide by all of the terms and conditions contained in the User Agreement in order to become or remain an authorized user of the Service. Submission of Your completed Sales Contract and receipt of Your initial payment to Media Resources for the Service confirms Your acceptance of these policies.

INTELLECTUAL PROPERTY RIGHTS

1. The corporate and product names, slogans, logos, including but not limited to, MEDIA RESOURCES, MEDIA RESOURCES and Design, eMEDIAREPORT and eMEDIASEARCH are the service marks and trademarks of Media Resources and may not be used without the express written permission of Media Resources.

2. All past, present, or future materials published on or incorporated in the Service or the Site, including, but not limited to the databases, reports, software, profiles, data, trademarks, articles, reviews, photographs, images, illustrations, audio clips and video clips (hereinafter known as the Content) are protected by copyright and other intellectual property laws of the United States and/or other countries, and are owned by Media Resources and/or its suppliers with all rights reserved, including copyright in the collective work and/or compilation and in the selection, coordination and/or arrangement of any content.

3. You shall not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, or in any way exploit, the Content, in whole or in part, without the express prior written consent of Media Resources, except as expressly provided herein. You may not post any of the Content to newsgroups, mail lists or electronic bulletin boards without the prior written consent of Media Resources.

4. Pursuant to this Agreement, Media Resources understands that You may be accessing the Service in order to gather information for a third party (hereinafter called the Hiring Party) who is paying You to review or otherwise use the Service. Under the terms of this User Agreement, access to the Service is for You only, and may not be shared with others without the prior, written permission of Media Resources. Information abstracted from the Service may be used by You or on behalf of the Hiring Party. Any copying or distribution to any third party, other than the Hiring Party, of any Content is expressly forbidden. Information received by You through the Service may only be displayed, reformatted and printed for use by You.

1. You shall enter into a User Agreement and Sales Contract in order to have access to and use of the Service. You will accept as legally binding Your signature on a faxed completed Sales Contract.

2. All Sales Contracts shall commence on the date payment is received (hereinafter called the Commencement Date). The Commencement Date for annual or monthly Sales Contracts shall constitute the Anniversary Date for renewals. Sales Contracts shall automatically renew on the Anniversary Date. When the Commencement Date is on either the 29th of February or the 31st of any month, the Anniversary Date becomes the last day of all subsequent months.

3. Annual Sales Contracts and custom search services are available with prepayment by credit card or check. Monthly Sales Contracts are available with prepayment by credit card.

4. For all Sales Contracts, failure or expiration of the credit card submitted by You for prepayment or payment may, at Media Resources' sole discretion, result in immediate suspension of Services; For users paying by check, non-receipt of your payment within 5 days of your Anniversary date or the failure of Your bank to honor Your check may result in suspension of the Service. You will still be held liable for remainder of payment obligations and any bank charges incurred by Media Resources resulting from Your check not being honored.

5. After the expiration or suspension of any Sales Contract, all rules of the User Agreement will still be in effect.

6. Media Resources retains the right in its sole discretion to monitor all User accounts to determine compliance with the User Agreement, including the number of locations from which a User's account is accessed.

7. Media Resources reserves the right to update, change, suspend, discontinue or limit any aspect of the Service at any time, without notice or liability. If Media Resources discontinues or materially changes the Service so that you cannot use it in its originally intended manner, Media Resources will refund a pro rated share of any unused prepaid fees upon Your request.

8. When Your Sales Contract expires, or if it is in default, You are expressly prohibited from disseminating any Content in any form.

Users may cancel a Sales Contract at any time subject to the following:

1. For Your protection, cancellations must be received by written notice via e-mail to cancel@emediaresources.com or mail to Media Resources, P.O. Box 7355, Fort Lauderdale, FL 33338-7355. A request to cancel must include the Subscriber's ID, name, company, address, e-mail address, and password for authentication. In order to improve our service, Media Resources requests that You include Your reasons for cancellation.

2. If requested, a closing statement will be sent via e-mail (if a usable e-mail address has been provided) or by mail.

3. Requests for cancellation of annual Sales Contracts renewals must be received prior to the Anniversary Date. If You cancel an annual Sales Contract within the year of that Contract, Your fee for using the Service will revert to the standard monthly rate posted on the Media Resources Site, instead of any prepaid discount rate associated with an annual Sales Contract. You will be issued a refund, if any, of your prepaid fee minus the monthly rate of each month full or partially expired in the 12 months of the Sales Contract. We cannot pro-rate for partial-month usage, nor can Media Resources refund part of the monthly fee for non-usage of the Service before You cancel pursuant to this section.

4. Media Resources will not refund or pro-rate charges for Users that have received a discounted price for the Service as a result of their company's inclusion in the Content.

5. Cancellation requests for monthly Sales Contracts must be received prior to the Anniversary Date. We cannot pro-rate for partial-month usage, nor can Media Resources refund part of the monthly fee for non-usage of the Service before You cancel pursuant to this section.

6. Electronic, hand delivered, or mailed correspondence will be deemed delivered to Media Resources on the day when it is received during business hours, defined as Monday through Friday, 9:00 A.M. through 5:00 P.M. EST, excluding all national holidays.

1. Media Resources uses reasonable efforts to ensure protection against loss, misuse, alteration of information or data, or unauthorized intrusion into the Site, including but not limited to, daily server backups to preserve the searches which You have saved to the system, the placement of Your identifying information behind a firewall, and the use of ordinary business practices and safety standards to prevent alteration of the data, and intrusion by unauthorized third parties.

2. Users may update account information via e-mail to admin@emediaresources.com

3. If You have any questions about this privacy statement or the Media Resources Website, contact us in writing at Media Resources, P.O. Box 7355, Fort Lauderdale, FL 33338-7355 or info@emediaresources.com

MEDIA RESOURCES DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS OR TIMELINESS OF, OR OTHERWISE ENDORSE ANY CONTENT OR LINKS PROVIDED. THE CONTENT IS PROVIDED TO SUBSCRIBER "AS IS", WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED. MEDIA RESOURCES EXPRESSLY DISCLAIMS AND DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CONTENT PROVIDED TO SUBSCRIBER. MEDIA RESOURCES, ITS PARENT AFFILIATES, AGENTS, SHAREHOLDERS, SERVANTS, ATTORNEYS, PREDECESSORS, SUCCESSORS OR ASSIGNS SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY CAUSED IN WHOLE OR PART BY ITS NEGLIGENCE OR CONTINGENCIES BEYOND ITS CONTROL IN PROCURING, COMPILING, INTERPRETING, REPORTING OR DELIVERING THE MEDIA RESOURCES CONTENT OR FOR ANY DECISION MADE OR ACTION TAKEN BY YOU OR ANYONE ELSE IN RELIANCE ON SUCH INFORMATION OR FOR ANY CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE TOTAL LIABILITY OF MEDIA RESOURCES, SHALL NOT EXCEED THE AMOUNT THE SUBSCRIBER HAS PAID TO MEDIA RESOURCES DURING THE PREVIOUS 12 MONTHS.

FORCE MAJEURE

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action labor conditions, earthquakes, hurricanes or any other cause which is beyond the reasonable control of such party. MISCELLANEOUS

1. No Media Resources Property may be downloaded or exported into Cuba, Libya, North Korea, Iran, Syria or any other country to which the United States has embargoed goods, or that is otherwise subject to export restrictions under United States laws or executive orders, or to any individual that is a national or resident of same.

2. Media Resources reserves the right to update, change, suspend, discontinue or limit any aspect of this User Agreement, Media Resources Property, or the Site at any time, without notice or liability.

3. You may not assign Your rights or obligations under this User Agreement to any entity without the prior written approval of Media Resources, except that You may assign all Your rights and obligations to any third party who purchases substantially all of Your assets and liabilities, with thirty days prior notice of same to Media Resources.

4. If any provision of this User Agreement is invalid under applicable law, the remaining provisions will continue in full force and effect.

5. This User Agreement has been made in and shall be construed and enforced in accordance with Florida law, as applied to agreements entered into and completely performed in Florida. Any action to enforce this User Agreement shall be brought in the federal or state courts located in Broward County, Florida.

6. All Notices pursuant to this User Agreement must be sent in writing to Media Resources, ATTN: Raleigh Susskind, P.O. Box 7355, Fort Lauderdale, FL 33338-7355.

7. Any rights not expressly granted herein are reserved.

8. You represent and acknowledge that You have read this User Agreement, understand its terms and agree to be legally bound by it.